Study On Shareholder Expulsion System In The Limited Liability Company

Shareholder Expulsion is a System that,subject to certain causes of expulsion and through corresponding procedures,a shareholder is expulsed from the Company and no longer holds any share of the Company,while the Company keeps operating.Several Issues Relating to the Application of Company Law(III)has established Shareholder Expulsion System to some extent.However,when canvassing its regulation and absorbing other countries' experience,there are still rooms for the improvement at substantial and procedural level.This Paper started with the raise of question in the First Chapter,and raised the question of the limitations of causes of expulsion and inadequacies of procedural rules of the Shareholder Expulsion System in the Limited Liability Company in China.In the Second Chapter,this Paper introduced basic theory of the Shareholder Expulsion System.Summarized the concept and legal feature of Shareholder Expulsion System.Pointed out that collaboration of human resource is the legal basis for the application of Shareholder Expulsion System in Limited Liability Company.Compared this System with other internal conflict resolution mechanisms.Finally,concluded that the value of this System is to protect the interests of the Company,other shareholders and interested party of the Company,and can serve the solving of internal conflicts.In the Third Chapter,this Paper analyzed the legislation evolution and existing status of Shareholder Expulsion System in China.First of all,introduced the legislation evolution of Shareholder Expulsion System in China.Secondly,studied China's existing System from the perspective of cause and procedure of expulsion.And analyzed the necessity and feasibility of expansion of the existing cause of expulsion from the perspective of practice dilemma,Contract Theory of Articles of Association,and the legal obligation of not withdrawing capital contribution.Analyzed actual cases,and suggested the legalization of agreed cause of expulsion in Articles of Association in according of principle of autonomy.Sorted out the theory of expulsion under substantial cause,and suggested to take caution in the choose of expulsion under substantial cause,and suggest not adopting at this stage.In the procedure part,analyzed the existing procedure,and pointed out the inadequacies.Finally,summarized the inadequacies of the existing System.In the Last Chapter,improving suggestions were put forward via referring other countries' experiences.First of all,analyzed the limitation of interpretation of the existing laws.Secondly,suggested the cause of expulsion shall be consisted of statutory cause and cause agreed in Articles of Association.Among which,statutory cause shall be extended comparing with existing cause,and shall be has not performed or has not fully performed capital contribution obligations,and has withdrawn capital contribution.Finally,made suggestions to the procedure part.Whether notice procedure is needed or not depends on the cause of expulsion,expulsions caused by actions and inactions don't need to give notices and expulsions caused by facts need to give notices.The resolution of expulsion can only be made by Shareholders' Meeting,and expulsed shareholder has no right to vote,the voting mechanism shall be specific majority and each shareholder shall have one vote,the resolution shall take effect immediately upon it is made.The expulsed shareholder's shares shall be paid according to the actual value at the time of expulsion.The dispose of expulsed shareholder's shares shall have its sequence.Expulsed shareholder's shares shall be contributed or purchased by other shareholders firstly,and then be contributed or purchased by other parties,the company's capital reduction or purchase of share and capital reduction shall be the final option.And this sequence shall also be executed under the current legal framework.